Corporate Secretaryship

Aim
A core responsibility of the Chartered Secretary is as Secretary to the Board. The aim of
the module is to specify and assess the essential knowledge and skills involved in taking
overall responsibility for the corporate secretarial function in small, medium and large
scale organizations. The practice of corporate secretaryship in this module extends to
both the strategic and functional contexts, in advising the Board, in leading teams in
secretarial best practice, in ensuring compliance with law and regulation, and in
establishing efficient internal communication of Board decisions and external reporting.

Learning Outcomes
At the conclusion of this module, the candidate will be able to:

• Understand the scope, role and functions of corporate secretaryship and apply them within the employing or client organization.
• Understand the law and best practice in meetings, apply them in the secretaryship function, and ensure corporate compliance.
• Ensure effective communication and dissemination of information to and from the Board, both internally and externally, for the optimum benefit of the organization and its needs.
• Be aware of the ongoing responsibilities of the Secretary as an independent professional practitioner within the organization, and be responsible for continuing personnel development within the secretariat.
• Be aware of, and be responsible for continuing self-development in corporate secretaryship as a professional practitioner.

Learning Content

• The role of the secretary: functions and duties. Appointment and vacation of office.
• Relationship with chairman and directors. The secretary as advisor to the chairman and the board.  Dissemination of information and decisions. Communication with shareholders and other stakeholders, including electronic communications.
• Types of Directors. Roles, duties, responsibilities and liabilities. Appointment, reappointment and rotation. Removal, retirement and disqualification.

• Company formation, memorandum and articles of association. Filing of company returns. Offences under Companies Acts. Company governance overview.  The annual report. Auditors: appointment and removal. Rights of the Auditor. Listing Rules. Retention of records. Statutory registers.

Law and Practice of Meetings

• Board meetings: composition, roles, procedures (including frequency, notice, quorum, voting, agendas and papers). Role of the company secretary before, during and after board meetings. Delegation of authority and responsibility.
• Committees: types and purpose, composition. Matters reserved for the Board. Executive discretion. Cooption.
• General meetings: types (AGM, EGM). Class meetings, Regulations governing general meetings. Composition; role of Chairman. Notice periods, quorum, agenda and papers. Resolutions. Standing orders, rules of order, motions, amendment. Proxies. Attendance. Voting. Role of the company secretary before, during and after general meetings. Resolutions in writing.
• Minutes and minute books.

Share Registration

• Regulation of the securities industry. Types of share and loan capital. Markets and listing requirements.
• The Company Registrar: principles and procedures in share and membership registration. Register of members, including software applications. Technology based applications.  Allotment of shares. Share transfer: forms and registration procedures. Transmission of shares and registration of documents affecting title.  Membership in companies limited by guarantee. Issue of share certificates; lost certificates. Indemnity, dividends and interest. Employee share schemes. New issues and takeovers. Purchase of own shares. Redemption of shares. Rights issues. Capital events and the Registrar’s role in capital events.